UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
October 31, 1999
UNIVERSAL MONEY CENTERS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Missouri 1-08460 431242819
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(State of Incorporation) (Commission File Number) (IRS Employer Identification
Number)
6800 Squibb Road, Mission, KS 66202
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(Address of Principal Executive Offices) (Zip Code)
(913) 831-0255
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisitions and Dispositions
(a) On October 31, 1999 (the "Closing Date"), Universal Money Centers,
Inc. (the "Registrant") consummated the lease with option to buy (the "Lease")
of 58 automatic teller machines ("Leased ATMs") from Dana Commercial Credit
Corporation ("Dana") for $464,000, plus accrued interest from the Closing Date
to the date the Lease Amount is paid in full (the "Lease Amount") pursuant to
the Master Lease Agreement dated as of January 18, 1999 between the Registrant
and Dana, as amended by the Lease Schedule No. 4 dated as of September 30, 1999
and the Acceptance Certificate dated October 31, 1999 (collectively, the
"Agreement"). The Lease Amount is to be paid in installments payable over the
next 60 months in the amount of $10,224.53 per month. Interest accrues on the
outstanding principal balance of the Lease Amount at 11.5% per annum. The
Registrant paid Dana the first payment due November 1, 1999 from working
capital. In connection with the Lease, Dana acquired the Lease ATMs from
American Technology Systems, Inc. ("ATSI") for $545,200 (the "Acquisition
Price") and the Registrant agreed to pay to ATSI $81,200 of the Acquisition
Price pursuant to a promissory note. This amount is to be paid in two
installments of $58,000 and $23,200, the first of which is due on March 10, 2000
and the second of which is due on September 10, 2000. Under the Agreement and at
the end of the Lease term, the Registrant may buy the Leased ATMs from Dana for
their fair market value.
The consideration paid for the Leased ATMs was determined through arm's
length negotiations between the Registrant, Dana and ATSI.
Dana is in the business of financing the buying and reselling or leasing
equipment, including automatic teller machines ("ATMs"), pursuant to capital
leases. The Registrant has entered into other finance leases for ATMs with Dana,
as disclosed in the Registrant's annual and quarterly reports filed with the
Securities and Exchange Commission. ATSI is in the business of buying and
selling computer hardware, including ATMs.
The Registrant acquired the Leased ATMs for placement in certain Kmart
stores. Under a Placement Agreement, Registrant has agreed to place, maintain
and operate the Leased ATMs (along with 89 other ATMs which the Registrant does
not own) in 147 Kmart retail stores located in Michigan, Minnesota, Illinois and
Wisconsin. The Registrant has entered into agreements with the owners of the 89
ATMs to be placed in the Kmart stores, pursuant to which the Registrant will
provide ATM management services with respect to such ATMs.
The foregoing description of the Agreement is a summary of certain of the
provisions of the Agreement. Reference is made to the copies of the Agreement
which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein
by reference for all of their terms and conditions.
(b) The Registrant believes that ATSI held the Leased ATMs for resale and
that Dana holds the Leased ATMs for resale and lease. The Registrant intends to
operate the Leased ATMs, and eventually purchase the Leased ATMs.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
None
(b) Pro Forma Financial Statements
None
(c) Exhibits
10.1 Lease Schedule No. 4 dated September 30, 1999 and Acceptance
Certificate dated October 31, 1999 by and between Universal
Money Centers, Inc. and Dana Commercial Credit Corporation.
10.2 Master Lease Agreement dated January 18, 1999 between
Universal Money Centers, Inc. and Dana Commercial Credit
Corporation (incorporated by reference from Exhibit 10.12 of
the Registrant's Annual Report on Form 10-KSB for the fiscal
year ended January 31, 1999).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report as amended to be signed on its behalf by
the undersigned hereunto duly authorized.
UNIVERSAL MONEY CENTERS, INC.
(Registrant)
/s/ David S. Bonsal
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David S. Bonsal
Chairman of the Board
Date: November 15, 1999
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EXHIBIT INDEX
Assigned Exhibit Number and Description of Exhibit
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10.1 Lease Schedule No. 4 dated September 30, 1999 and Acceptance Certificate
dated October 31, 1999 by and between Universal Money Centers, Inc. and
Dana Commercial Credit Corporation.
10.2 Master Lease Agreement dated January 18, 1999 between Universal Money
Centers, Inc. and Dana Commercial Credit Corporation (incorporated by
reference from Exhibit 10.12 of the Registrant's Annual Report on Form
10-KSB for the fiscal year ended January 31, 1999).
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